LLC Incumbency Certificate Template

Company Name: [Full Legal Name of LLC]
State of Formation: [State]
Date of Certificate: [Date]

1. Certifying Person

I, [Full Name], certify that I am the:

☐ Secretary
☐ Assistant Secretary
☐ Manager
☐ Member
☐ Authorized Officer
☐ Other Authorized Person: [Describe]

of [LLC Name], a limited liability company organized under the laws of the State of [State], and that I am authorized to issue this Certificate.

2. LLC Information

LLC Name: [Full Legal Name of LLC]
State of Formation: [State]
Date of Formation, if known: [Date]
Principal Office Address: [Address]

Operating Agreement Date, if applicable: [Date]

3. Current Incumbents

The following persons are the current duly appointed, elected, or acting managers, officers, members, or other authorized persons of the LLC:

Name: [Full Name]
Title: [Manager / Managing Member / President / Vice President / Secretary / Treasurer / Other]
Status: [Current]
Specimen Signature: ______________________

Name: [Full Name]
Title: [Manager / Managing Member / President / Vice President / Secretary / Treasurer / Other]
Status: [Current]
Specimen Signature: ______________________

Name: [Full Name]
Title: [Manager / Managing Member / President / Vice President / Secretary / Treasurer / Other]
Status: [Current]
Specimen Signature: ______________________

Additional incumbents, if any:

[Insert names, titles, and specimen signatures]

4. Authorized Signers

The following person or persons are authorized to execute documents, instructions, agreements, certificates, and related records on behalf of the LLC for the following purpose or purposes:

☐ general company business
☐ banking matters
☐ loan documents
☐ contracts and commercial agreements
☐ closing or transaction documents
☐ trustee or transfer-agent instructions
☐ other: [Describe]

Authorized Signer Name: [Full Name]
Title: [Title]
Authority Scope: [Describe]

Authorized Signer Name: [Full Name]
Title: [Title]
Authority Scope: [Describe]

5. Basis of Authority

This Certificate is given based on the following authority:

☐ LLC Operating Agreement
☐ Written Consent of Members
☐ Written Consent of Managers
☐ Resolutions of the LLC
☐ Other Governing Authority: [Describe]

Date of authority document, if applicable: [Date]

6. Certification of Current Status

I further certify that the persons listed above currently hold the titles or positions stated in this Certificate as of the date shown above.

I further certify that the signatures shown in this Certificate are true specimen signatures of those persons, if specimen signatures are included.

7. Additional Transaction Statement, if Needed

This Certificate is being delivered in connection with:

[Describe loan, contract, closing, account, trustee matter, or other transaction]

Additional authority or transaction-specific certification, if any:

[Insert details]

8. Reliance Statement

This Certificate may be relied upon by:

[Bank / Lender / Title Company / Trustee / Counterparty / Other]

for purposes of confirming current authority and incumbency of the persons identified above, unless and until the LLC provides written notice of change.

9. No Change Statement, if Applicable

As of the date of this Certificate, the authority described above:

☐ remains in full force and effect
☐ has not been amended or revoked
☐ is subject to the following limitation or change: [Describe]

10. Signature of Certifying Person

I certify that the foregoing is true and correct to the best of my knowledge.

Signature: __________________________
Name: [Full Name]
Title: [Title]
Date: [Date]

11. Second Certification, if Desired

I further certify, if required, that the person signing this Certificate is duly authorized to do so on behalf of the LLC.

Second Signer Signature: __________________________
Name: [Full Name]
Title: [Title]
Date: [Date]

12. Notary Acknowledgment

State of [State]
County of [County]

On this [Day] of [Month], [Year], before me, the undersigned notary public, personally appeared [Name of Signer(s)], known to me or satisfactorily proven to be the person(s) whose name(s) are subscribed to this instrument, and acknowledged that they executed the same for the purposes stated herein.

Notary Public Signature: __________________________
Name: [Notary Name]
My Commission Expires: [Date]